Physical Optics Corporation (POC) proposes to design, develop, and test a new Tracking Adaptive-Optics Scanning Laser Ophthalmoscope (TASLO) for studying age-related macular degeneration, mapping macular pigment and photopigment distribution, and quantifying retinal and subretinal structures. Most state-of-the-art ophthalmoscopes use laser-scanning mechanism to investigate retinal and subretinal layers; unfortunately, eye aberrations and eye movements during measurements significantly diminish the reliability of their results. The new TASLO design combines eye tracking and adaptive compensations - this combination is the major innovation in POC"s proposed TASLO device. The TASLO adaptive optics compensate for eye aberrations, and its new image eye-tracking correlation makes ophthalmoscope scanning less sensitive to eye movement during measurements. In addition, this combination makes the TASLO scope more rugged, and thus a more reliable scanning device. This new device can double or triple the resolution of scanning ophthalmoscopes, bringing transverse resolution to 2 microns and axial resolution to 30 microns. The TASLO device can contribute to early diagnosis of macular degeneration and other degenerative vascular diseases of the retina and choroids, which is crucial to prevention of blindness and for eye health care in general. In Phase I POC proposes to demonstrate the feasibility of the system by computer simulation and modeling, and by proof-of-concept experiment. In Phase II, POC will fabricate a compact, easy-to-use, and commercially viable prototype that will be tested in a clinical environment.